Exhibit 5.1
| | |
 | | John Cafiero Vice President and Corporate Counsel Law Department |
| |
| | The Prudential Insurance Company of America |
| | 751 Broad Street, Newark, NJ 07102 |
| | Tel 973802-6933 973802-2393 |
| | john.cafiero@prudential.com |
| |
| | March 10, 2020 |
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
Ladies and Gentlemen:
As Vice President and Corporate Counsel of The Prudential Insurance Company of America, I am familiar with the arrangements whereby Prudential Financial, Inc., a New Jersey corporation (the “Company”), has been authorized to issue and sell $500,000,000 aggregate principal amount of 1.500% Medium-Term Notes, Series E, Due March 10, 2026, $500,000,000 aggregate principal amount of 2.100% Medium-Term Notes, Series E, Due March 10, 2030, and $500,000,000 aggregate principal amount of 3.000% Medium-Term Notes, Series E, Due March 10, 2040 (collectively, the “Notes”), pursuant to the Company’s Registration Statement on FormS-3 (FileNo. 333-223355) (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are being issued under the Company’s Senior Debt Securities Indenture (as amended, the “Indenture”), dated as of April 25, 2003, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”).
I have examined or caused to be examined under my direction certificates of public officials, and copies, certified or otherwise identified to my satisfaction, of such corporate documents and records of the Company, and such other records, certificates, documents and other instruments, as I have deemed relevant and necessary or appropriate as a basis for this opinion. In addition, I have consulted with certain attorneys in the Company’s Law Department and have relied, to the extent I deemed such reliance proper, upon certificates of officers of the Company with respect to the accuracy of material factual matters that were not independently established.
Upon the basis of such examination, I advise you that, in my opinion, the issuance and sale of the Notes have been authorized by the Company. The Notes have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting enforcement of creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
